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HomeMy Public PortalAboutr 09:182 ~ezolutiott of tqe ~orouf\q of aIu:rteret, ~ ~ W ~ No. Og-1 R? Date of Adoption Augus t 20, 2009 RESOLUTION OF THE BOROUGH OF CARTERET AUTHORIZING A SUBORDINATION AND NON-DISTURBANCE AGREEi'<IENT WITH OR ON BEHALF OF TITAt'l-PDC CARTERET URBAN RENEWAL, LLC At'lD ITS TENANTS WHEREAS, the Borough of Carteret (the "Borough"), a municipal corporation of the State of New Jersey, has entered into a series of agreements with Titan-PDC Carteret Urban Renewal, LLC, a limited liability company of the State of Delaware, having an address c/o Panattoni Development Company, 10 Parsonage Road, Suite 300, Edison, New Jersey 08837 (including affiliates, the "Redeveloper") with respect to the redevelopment of the Encumbered Lands (Lot 15.1, Block 11.l on the tax maps of the Borough), the development of the Phase I Redevelopment Project thereon, the financing therefor, including without limitation the provision of the Borough Guaranty, the execution of a Redevelopment Agreement and Financial Agreement in connection therewith, in connection with the latter of such agreements the Redeveloper has agreed to make or cause the making of certain PILOTS in favor of the Borough, all as such terms are defined in that certain "Amended and Restated Declaration of Covenants and Restrictions" made by the Redeveloper for the benefit of the Borough dated June 17, 2009 (the "Declaration"); and WHEREAS, Redeveloper has requested that the Borough execute one or more Subordination and Non-Disturbance Agreements (the "Non-Disturbance Agreements") with the. Redeveloper, and or its prospective tenants for the warehouse facilities constructed as the primary part of the Phase I Redevelopment Project in order to enable Redeveloper to enter into commercial leases for such facilities; and WHEREAS, so long as the Borough Guaranty, the Borough's right to receive PILOTS under the Financial Agreement, and the other protections tor the Borough set forth in, or contemplated by the Declaration and the various agreements defined therein or contemplated thereby, are not subordinated, diminished, lessen, or otherwise adversely affected in any way whatsoever (collectively the "Conditions"), the Borough desires to accommodate the Redeveloper and authorize, execute and deliver such Non-Disturbance Agreements. NOW THEREFORE, in consideration of the foregoing premises, BE IT RESOLVED by the governing body ofthe Borough as follows: Section 1. The Mayor of the Borough, and any of his designees in writing (collectively, the "Authorized Officer") are each hereby severally authorized and directed, upon the satisfaction of the Conditions, as .such Authorized Officer shall in his sole discretion shall determine after consultation with the Borough counsel and special counsel to the Borough in connection with the Phase I Redevelopment Project (collectively, the "Consultants"), to execute or acknowledge and deliver the Non- Disturbance Agreements in such form as such Authorized Officer, in his sole discretion after consultation with the Consultants, shall determine to be necessary, desirable or convenient to comply with or implement the terms of, and transactions contemplated by, NO. 09-182 PAGE 2 the Declaration and any of the agreements defmed and/or referenced therein in connection with the Phase I Redevelopment Project, which execution thereof shall conclusively evidence the Authorized Officer's approval of the forms thereof. Section 2. The Clerk of the Borough is hereby authorized and directed, upon the execution or acknowledgment of the documents set forth in Section 1 hereof in accordance with the terms hereof, to attest to the. Authorized Officer's execution or acknowledgment of such documents, and is hereby - further authorized and directed, to thereupon affix the seal of the Borough to such documents. Section 3. Upon the execution or acknowledgment and attestation of and if required, the placing of the seal on the documents set forth in Section 1 hereof as contemplated by Sections 1 and 2 hereof, the Authorized Officer is hereby authorized and directed to (i) documents Non-Disturbance Agreements to the other parties thereto and (ii) perform such other actions in connection therewith, including the execution of any accompanying certificates, as the Authorized Officer deems necessary, desirable or convenient to consummate the transactions contemplated by this resolution. Section 4. This resolution shall take effect immediately. Adopted this 20lh day of August, 2009 and certified as a true copy of the original on August 21, 2009. LINDA A. RNERA Assistant ~funicipal Clerk RECORD OF COUNCIL VOTE COUNCILMAN I YES NO NY A.B. COUNCILMAi~ YES NO NV A.B. BEllINO X KRUM X COLON If NAPLES v DIAZ X SITARZ y x - Indicate Vote AS - Absent NV - Not Voting XOR ~ [ndiciltcs Vore to Overrule Veto Adopted at a meeting of the Nlunicipal Council { Jf __August 20, 2009 r~/- -a..... 0 J.:<, . C/o(pt..CLERK I>